Exhibit
      10(ff)

HANOVER
    FOODS CORPORATIONEMPLOYEE STOCK TRUST

(Revised
    and Restated, Effective June 20, 2002)

AMENDMENT
        NO.2

Hanover Foods
      Corporation, a Pennsylvania corporation, hereby adopts this amendment to
      the Hanover Foods Corporation Employee Stock Trust (Trust).
      This amendment is adopted pursuant to Section 8.1 of the Trust.

The
        fifth WHEREAS clause shall be amended as restated as follows:


WHEREAS,
      Cyril T. Noel has been reappointed as Trustee and Luzerne National Bank
      Corporation has been appointed as Trustee and each and has accepted such
      appointment as of the date set forth below


The
        definition of Trustee in Article I shall be amended and restated as follows:


Trusteemeans
        Cyril T. Noel, Luzerne National Bank Corporation and/or any successor
        thereto. To the extent that any duties, responsibilities or obligations
        herein relate solely to Cyril T. Noel, in his capacity as trustee, the
        term Trustee Noel shall be used. To the extent that any duties,
        responsibilities or obligations herein relate solely to Luzerne National
        Bank Corporation in its capacity as trustee, the term Corporate
        Trustee shall be used.


Section
        4.1 shall be amended at line 1 replacing the word Trustee with Trustee
        Noel.


Section
        4.2 shall be amended at line 1 replacing the word Trustee with Trustee
        Noel.


A
        new Section 4.3 shall be added to Article 4 to read as follows:


4.3   Corporate
        Trustee Compensation and Expense.   The Corporate
        Trustee shall be entitled to annual compensation in the amount of $5,000, inclusive
        of, and not in additionto compensation paid to Corporate Trustee
        for services rendered in connection with the Hanover Foods Corporation
        Employee Stock Ownership Plan Trust. (The annual compensation amount
        may be adjusted from time to time upon mutual agreement of the Company
        and the Corporate Trustee.) The Corporate Trustee shall be entitled to
        be reimbursed for its reasonable legal fees and expenses incurred in
        connection with its duties under this Agreement.


Section
        5.3 introductory paragraph shall be amended and restated as follows:


5.3   Trustees
        Administrative Powers.   Except as provided herein
        and subject to the Trustees duties hereunder, Trustee Noel shall
        have the following powers and rights, in addition to those provided elsewhere
        in this Agreement or by law, except as specifically provided in subsection
        5.3(g), which is also applicable to the Corporate Trustee.


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Section
        5.3(g) shall be amended and restated as follows:


(g)   to
      consult with legal counsel (who may also be counsel for Trustee Noel, Corporate
      Trustee or the Company generally) with respect to any of its duties or
      obligations hereunder; to be fully protected in relying upon the written
      opinion of such legal counsel; and to pay the reasonable fees and expenses
      of such counsel, which shall be deemed to be expenses of the Trust and
      for which the Trustee shall be reimbursed in accordance with Section 4.1.


Section
        5.4 shall be amended to read in full as follows:


5.4   Rights
      Regarding Company Stock.


Except as
      provided in this Section 5.4 (including, but not limited to, Section 5.4(d)),
      the Corporate Trustee shall retain sole voting power with respect to the
      Company Stock held by the Trust, whether such Company Stock is held in
      the ESOP Plan Subaccount or the Option Plan Subaccount, and Trustee Noel
      shall have no voting power. Except as provided in Section 5.4(d), the Corporate
      Trustee shall vote Company Stock held by the ESOP Plan Subaccount in the
      same proportions as ESOP Active Participants (as that term is used in Section
      1.42 of the ESOP) have directed the voting of Company Stock allocated to
      their Company Stock Accounts pursuant to Section 6.07 of the ESOP. Company
      Stock held in the Option Plan Subaccount shall be voted as provided in
      Section 5.4(c) and 5.4(d) hereof.


Except as
      provided in Section 5.4(d), the Corporate Trustee shall retain sole voting
      power attendant to the Company Stock held by the ESOP Plan Subaccount with
      respect to any vote that occurs prior to the date upon which Company Stock
      is initially allocated to ESOP Active Participants Company Stock
      Accounts. Except as provided in Section 5.4(d), the Corporate Trustee shall
      vote such stock in the same proportions as instructed by the ESOP Active
      Participants. Each Active Participants voting instructions shall
      be accorded a value equal to the ratio of the Active Participants
      Compensation to the aggregate Compensation of all ESOP Active Participants
      who tender voting instructions. The Corporate Trustee would then vote the
      Company Stock in accordance with the aggregate voting instructions. With
      respect to Company Stock as to which no voting instruction has been received,
      such Company Stock shall be voted by the Corporate Trustee (except as provided
      in Section 5.4(d)) in the same proportion to the aggregate voting instructions
      actually received from all ESOP Active Participants who provide voting
      instructions.


Except as
      provided in Section 5.4(d), the Corporate Trustee shall retain voting powers
      attendant to the Option Plan Shares held in the Option Plan Subaccount.
      The Corporate Trustee shall vote the Option Plan Shares in the same proportions
      as instructed by the Option Plan Participants. Each Option Plan Participants
      voting instructions will be accorded a value equal to the ratio of the
      Option Plan Participants unexercised Options to the total unexercised
      Options held by all Option Plan Participants who tender voting instructions.
      The Corporate Trustee shall then vote the Option Plan Shares in accordance
      with the aggregate voting instructions. With respect to Option Plan Shares
      as to which no voting instruction has been received, such Option Plan Shares
      shall be voted by the Corporate Trustee (except as provided in Section
      5.4(d)) in the same proportion to the aggregate voting instructions actually
      received from all Option Plan Participants who provide voting instructions.


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Notwithstanding
      any other provision in this Section 5.4, with respect to any vote that
      the Trustee Noel determines in his sole discretion to be procedural or
      ministerial in nature (including, but not limited to, adjournment, postponement
      other similar motions at shareholders meetings and other procedural matters
      to come before such meetings),Trustee Noel shall have the sole voting power
      with respect to such procedural or ministerial matter(and the Corporate
      Trustee shall have no voting power), and Trustee Noel shall exercise his
      independent judgment in voting the Company Stock held in the Trust with
      respect to such procedural or ministerial matter. The previous sentence
      notwithstanding, in no event shall this Section 5.4(d) apply to any vote
      of Company Stock on a corporate matter which relates to the election or
      removal of directors, any amendment to the Articles of Incorporation or
      Bylaws of the Company, the approval or disapproval of any corporate merger
      or consolidation, recapitalization, reclassification, liquidation, dissolution,
      sale of substantially all assets of a trade or business, or any other similar
      transaction described in Code Section 409(c)(3) or any regulations or rulings
      issued thereunder. With respect to such matters, the Corporate Trustee
      shall vote Company Stock in accordance with Section 5.4(a) (or if applicable
      Section 5.4(b)) and Section 5.4(c).


The Corporate
      Trustee shall employ Corporate Election Services, Inc., an independent
      firm, to determine the voting instructions of each ESOP Active Participant
      and each Option Plan Participant and to advise the Corporate Trustee of
      the aggregate voting instructions of such individuals. The communication
      of the voting instructions by any individual ESOP Active Participant and
      any individual Option Plan Participant shall be confidential and shall
      not be divulged to either the Corporate Trustee or Trustee Noel or to anyone
      including the Company or any director, officer, employee or agent of the
      Company. The Corporate Trustee shall take all appropriate action to assure
      confidentiality as to the voting instructions of ESOP Active Participants
      and Option Plan Participants.


Section
        5.5 (a) shall be amended to add the following sentence as the penultimate
        sentence of Section 5.5(a):


The
      Corporate Trustee is a directed trustee and shall be under no liability
      to any person for any loss of any kind which may result by reason of its
      voting of shares as required under Section 5.4.


Section
        6.1 shall be amended and restated as follows:


6.1Records
          and Accounts of Trustee.   Trustee
          Noel shall maintain accurate and detailed records and accounts of all
          transactions of the Trust, which shall be available at all reasonable
          times for inspection or audit by any person designated by the Company
          and which shall be retained. Corporate Trustee shall maintain accurate
          and detailed records and accounts of its votes and promptly report
          the same to Trustee Noel.


Section
        6.3 shall be amended and restated as follows:


6.3Final
          Statement.   In
          the event of the resignation or removal of Trustee Noel hereunder,
          the Committee may request and Trustee Noel or his successor shall with
          reasonable promptness submit, for the period ending on the effective
          date of such resignation or removal, a statement similar in form and


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purpose
    to that described in Section 6.2. In the event of the resignation or removal
    of Corporate Trustee, the Committee may request and the Corporate Trustee
    shall with reasonable promptness submit, for the period ending on the effective
    date of such resignation or removal, a statement which shall include a history
    of all votes cast and expenditures, if any, while serving in its Corporate
    Trustee capacity.


Article
        6 shall be amended to add the following Section 6.4:


6.4Allocation
          of Trustee Duties.   Corporate
          Trustees shall have only those powers and duties specified in Sections
          5.3, 5.4, 6.1 and 6.3. All other powers and duties are reserved to
          Trustee Noel.


Section
        7.1 shall be amended and restated as follows:


7.1Resignation
          of Trustee.   A
          Trustee or any successor thereto may resign as Trustee hereunder at
          any time upon delivering a written notice of such resignation, to take
          effect 60 days after the delivery thereof to the Committee, unless
          the Committee accepts shorter notice. In the event of such resignation,
          the remaining Trustee shall assume all duties, responsibilities and
          obligations under this Agreement until a successor to the resigning
          Trustee assumes the office of Trustee hereunder.


Section
        9.3 shall be amended to add the following Notice Information:


To
      the Corporate Trustee Luzerne National Bank Corporation, c/o Allan M. Kluger,
      600 Third Avenue, Kingston, PA 18704.


This amendment
      shall be effective as of July 23, 2004.


IN WITNESS
      WHEREOF, and as evidence of the adoption of this amendment, the Company
      has caused the same to be executed and attested by its duly authorized
      officers and the Trustee has executed this amendment as of this 23 day
      of July 2004.

|ATTEST:                         | HANOVER
        FOODS CORPORATION        
|------------------------------- | -----------------------------------------
|                                |                                          
|/s/
          Gary T. Knisely   | By:
          /s/ John A. Warehime       
|                                |                                          
|Secretary                       |                                          
|                                |                                          
|WITNESS:                        |                                          
|                                |                                          
|/s/ Gary
        T. Knisely     | /s/
          Cyril T. Noel              
|                                |                                          
|                                | Cyril
        T. Noel, Trustee           
|                                |                                          
|ATTEST:                         | LUZERNE
        NATIONAL BANK CORPORATION
|                                |                                          
|By: /s/
        Darren A. Dirle | By:
          /s/ Emil J. Warren         
|                                |                                          

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